Rev. Rul. 54-363

A mortgage debt, representing a lien on the property of a dissolving corporation, which is assumed by the stockholders in the dissolution, constitutes a part of the consideration for the purpose of the deed tax under section 3482 of the Internal Revenue Code. However, since the mortgage assumed by the stockholders constitutes a continuing lien which is not removed by the conveyance, the amount thereof may be excluded, as specifically provided in section 3482, supra , in determining the net taxable consideration for conveyance tax purposes. Whether the mortgage debt is or is not the personal obligation of the dissolving corporation is not a material factor.